Structure of the Acquisition. It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement between Ted Baker and the Scheme Shareholders under Part 26 of the Companies Act. Bidco reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the consent of the Panel and the terms of the Co-operation Agreement. The Scheme is an arrangement between Ted Baker and the Scheme Shareholders. Under the Scheme, the Acquisition is to be achieved by the transfer of the Scheme Shares held by Scheme Shareholders to Bidco in consideration for which Scheme Shareholders will receive the cash consideration on the basis set out in paragraph 2 above. The procedure involves, among other things, a petition by Ted Baker to the Court to sanction the Scheme. The purpose of the Scheme is to enable Bidco to acquire the entire issued and to be issued share capital of Ted Baker. The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 to this announcement and to the full terms and conditions which will be set out in the Scheme Document and will only become Effective if, among other things, the following events occur on or before the Longstop Date (or such later date as Bidco and Ted Baker may, with the consent of the Panel, agree and, if required, the Court may approve): • the Scheme is approved by a majority in number representing not less than 75 per cent. in value of Scheme Shareholders (or each of the relevant classes thereof, if applicable) present and voting and entitled to vote, either in person or by proxy, at the Court Meeting (and at any separate class meeting which may be required or any adjournment thereof); • the Resolutions are duly passed by the requisite majority or majorities of Ted Baker Shareholders at the General Meeting; • following the Court Meeting and General Meeting, the Scheme is sanctioned by the Court without modification (or with modification on terms agreed in writing by Bidco and Ted Baker); and • following such sanction, an office copy of the Scheme Court Order is delivered to the Registrar of Companies. Upon the Scheme becoming Effective: (i) it will be binding on all Ted Baker Shareholders, irrespective of whether or not they attended or voted at the Court Meeting and/or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of Ted Baker Shares will cease to be valid and entitlements to Ted Baker S...
Structure of the Acquisition. 3.1 The parties intend as at the date of this Agreement to implement the Acquisition by means of the Scheme. However, the Bidder shall have the right (a “Right to Switch”) (subject always to the consent of the Panel, if required), whether before or after the posting of the Scheme Document, to elect at any time to implement the Acquisition by way of an Offer only if:
Structure of the Acquisition. Scheme It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between Codemasters and the Codemasters Shareholders under Part 26 of the Companies Act. The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued and to be issued share capital of Codemasters. This is to be achieved by the transfer of the Codemasters Shares to Bidco in consideration for which the Codemasters Shareholders who are on the Codemasters’ register of members at the Scheme Record Time will receive the cash consideration on the basis set out in Section 2 (The Acquisition) of this Announcement.
Structure of the Acquisition. 3.1 The parties currently intend to implement the Acquisition by way of the Scheme. However, MMC and MMC BidCo shall be entitled, subject to the consent of the Panel, to implement the Acquisition by way of an Offer rather than the Scheme (a "Switch") only if:
Structure of the Acquisition. Scheme The Acquisition will be effected by a Court-sanctioned scheme of arrangement between Horizon and the Scheme Shareholders under Part 26 of the Companies Act. The purpose of the Scheme is to provide for PerkinElmer UK to become the owner of the entire issued and to be issued ordinary share capital of Horizon. Under the Scheme, the Acquisition is to be achieved by the:
Structure of the Acquisition. It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between Xxxxx and the Scheme Shareholders, under Article 125 of the Jersey Companies Law. The purpose of the Scheme is to provide for Apex to become the owner of the entire issued, and to be issued, ordinary share capital of Sanne. Under the Scheme, the Acquisition will be achieved by the transfer of the Scheme Shares by the Scheme Shareholders to Apex in consideration for which the Scheme Shareholders will receive cash on the basis described in paragraph 2 above. The procedure involves, among other things, a petition by Xxxxx to the Court to sanction the Scheme.
Structure of the Acquisition. Scheme It is intended that the Acquisition will be effected by a Court-sanctioned scheme of arrangement between Biffa and the Scheme Shareholders under Part 26 of the Companies Act. The purpose of the Scheme is to provide for Bidco to become the owner of the entire issued and to be issued ordinary share capital of Biffa. Under the Scheme, the Acquisition is to be achieved by the transfer of the Scheme Shares held by Scheme Shareholders to Bidco in consideration for which the Scheme Shareholders will receive cash consideration pursuant to the Scheme.
Structure of the Acquisition. Scheme It is intended that the Acquisition will be effected by a High Court sanctioned scheme of arrangement in accordance with Chapter 1 of Part 9 of the Companies Act 2014. Under the Scheme, all INM Ordinary Shares held by INM Shareholders will be cancelled pursuant to Article 47 of INM’s Articles of Association and sections 84 to 86 of the Companies Act 2014 in accordance with the terms of the Scheme. INM will then issue new INM Ordinary Shares to Mediahuis in place of the INM Ordinary Shares that were cancelled pursuant to the Scheme and the Reduction of Capital and Mediahuis will pay the Consideration for the Acquisition to the INM Shareholders. As a result of these arrangements, INM will become a wholly-owned subsidiary of Mediahuis.
Structure of the Acquisition. It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement of Sumo under Part 26 of the Companies Act. The Scheme is an arrangement between Sumo and the Scheme Shareholders. The procedure involves, among other things, an application by Sumo to the Court to sanction the Scheme. The purpose of the Scheme is to provide for Tencent Bidco to become the owner of the entire issued and to be issued share capital of Sumo on the Effective Date, in consideration for which Scheme Shareholders will receive cash on the basis set out in paragraph 2 above. The Acquisition is subject to the Conditions and certain further terms set out in Appendix I to this Announcement and to the full terms and conditions to be set out in the Scheme Circular, and will only become Effective if, among other things, the following events occur on or before the Long Stop Date or such later date as Tencent and Sumo agree: a resolution to approve the Scheme is passed by a majority in number of Scheme Shareholders present and voting (and entitled to vote) at the Scheme Court Meeting, either in person or by proxy, representing not less than three-quarters in value of the Scheme Shares held by those Scheme Shareholders; the resolutions (including the Special Resolution) required to approve and implement the Scheme and to approve certain related matters are passed (by the requisite majority of Sumo Shareholders required to pass such resolutions) at the General Meeting; following the Scheme Court Meeting and General Meeting, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by Tencent and Sumo); and a copy of the Scheme Court Order is delivered to the Registrar of Companies of England and Wales. The Acquisition is subject to the receipt of antitrust clearances in the United Kingdom and United States and a foreign-direct investment approval under the CFIUS regime in the United States (or the lapsing of applicable waiting periods). Upon the Scheme becoming Effective: (i) it will be binding on all Sumo Shareholders, irrespective of whether or not they attended or voted at the Scheme Court Meeting and the General Meeting (and, if they attended and voted, whether or not they voted in favour of the Scheme at the Scheme Court Meeting or in favour of or against the resolution(s) at the General Meeting); and (ii) share certificates in respect of Sumo Shares will cease to be of value and should be destroyed...
Structure of the Acquisition. 3.1 The Parties agree that the Acquisition will be implemented by way of the Offer. However, if the Parties agree in writing, the Acquisition will be implemented by way of the Scheme provided that the Scheme will be effected on the same terms as those set out in the 2.7 Announcement, subject to any modification or amendment to such terms and conditions as may be agreed by the Panel or which is necessary as a result of the switch from the Offer to the Scheme.
